This study examined the extent to which 40 students enrolled in upper level foreign language literary/cultural studies content courses showed evidence of incidental language learning over the course of a semester. Students completed a cloze passage and provided both writing and speaking samples at the beginning and end of the semester. In addition, they completed questionnaires related to their goals and perceived development, and instructors were interviewed and observed at various intervals throughout the semester. Instructors' focus was primarily on the content; focus on language was secondary and dealt with incidentally. Some positive evidence of language learning was found, but was mostly limited to students' writing. Speaking abilities, on the other hand, showed little evidence of significant improvement, and global proficiency, as measured by the cloze test, improved in some cases but not in others. Thus, there is some evidence for incidental language learning, but the question remains whether more could have been accomplished. It is suggested that an approach that more intentionally integrates content and language may meet the needs of a greater number of learners and maximize the potential for more language development.